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TELSTRA GROUP LIMITED AGM Information 2004

Sep 12, 2004

65927_rns_2004-09-12_5f526a25-3bec-45d5-b922-92fc720f59b8.pdf

AGM Information

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13 September 2004

The Manager

Company Announcements Office Australian Stock Exchange 4th Floor, 20 Bridge Street SYDNEY NSW 2000

Office of the Company Secretary

Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA

Telephone 03 9634 6400 Facsimile 03 9632 3215

ELECTRONIC LODGEMENT

Dear Sir or Madam

Telstra Corporation Limited Notice of Meeting

In accordance with the listing rules, I attach an announcement for release to the market.

Yours sincerely

Part brak

Douglas Gration Company Secretary

Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556

Telstra Corporation amited with a distry's sso Annio Centro Wealing Melbourne Convention Centre Corner Spencer & Flinders Street, Melbourne 1030 am Thursday 28 October 2004

Annual General Meeting 2004

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Venue location

Telstra Corporation Limited Annual General Meeting 10.30 am Thursday 28 October 2004 at the Melbourne Convention Centre, Corner Spencer & Flinders Street, Melbourne

▒ Pedestrian access - ▒ Parking - ▒ Tram routes - • Vehicle access

Shareholders are advised to enter the AGM via the main doors to the Melbourne Convention Centre as indicated on the map above. The most convenient stop for shareholders travelling by tram is stop 124 on Clarendon Street.

You can also view the meeting live from 10.30 am on the Internet at www.telstra.com/agm

8 September 2004

Dear Shareholder

It is my pleasure to invite you to the 2004 Annual General Meeting of Telstra Corporation Limited on Thursday 28 October 2004.

The AGM will be held at the Melbourne Convention Centre, Corner of Spencer and Flinders Street, Melbourne commencing at 10.30 am. A venue location map is contained on page two of your notice of meeting. Registration will commence at 9.00 am and shareholders are invited to join with the Telstra Board and senior executives for morning tea prior to the meeting. A light lunch will be served during the course of the meeting.

The AGM will also be webcast. Shareholders should log in to www.telstra.com/agm before the meeting to download any software needed to view the event.

This year shareholders can submit questions that they would like raised at the AGM using the form contained in the notice of meeting or via the Internet at www.asxperpetual.com.auftelstrafagm. We will respond to the more frequently asked questions at the AGM but as you will appreciate, with Australia's largest shareholder base of over 1.7 million, we will not be able to respond personally to all questions.

I enclose your notice of meeting together with the following documents:

  • . A personalised proxy form. You can lodge your proxy on-line at the Telstra Share Registry website www.asxperpetual.com.aujtelstra. Alternatively you can complete and return the hard copy proxy form in the reply paid envelope, or fax it to the fax number on your form.
  • . An Annual Review or Annual Report (if you asked to receive these documents). Electronic copies of the Annual Review and Annual Report are available from the website www.telstra.com.aufcommunications/shareholder. Alternatively, if you would like a hard copy please call 1300 88 66 77.

This year, two of your serving directors, Belinda Hutchinson and Charles Macek are retiring by rotation and are standing for re-election. Your Telstra Board recommends the re-election of these directors. Sam Chisholm is retiring at the AGM and is not offering himself for re-election.

If you are unable to attend the meeting, please remember to lodge your proxy either on-line at www.asxperpetual.com.au/telstra or complete the proxy form enclosed with this notice.

Hook forward to welcoming you to the meeting.

Yours sincerely

Myaut -

Donald G McGauchie AO Chairman

Telstra Corporation Limited ABN 33 051 775 556

Items of business

1. Chairman and CEO presentations

  1. Discussion of financial statements and reports To discuss the Company's financial statements and reports for the year ended 30 June 2004.

  2. Election and re-election of directors

Belinda Hutchinson and Charles Macek retire by rotation and in accordance with the Company's constitution:

  • (a) Leonard Cooper being eligible, offers himself for election;
  • Charles Macek, being eligible, offers himself for re-election; $(a)$
  • Paul Higgins, being eligible, offers himself for election; $(c)$
  • Mervyn Vogt, being eligible, offers himself for election; $(d)$
  • Ange Kenos, being eligible, offers himself for election; $(e)$
  • $(f)$ Belinda Hutchinson, being eligible, offers herself for re-election; and
  • Megan Cornelius, being eligible, offers herself for election; $(q)$

Sam Chisholm retires by rotation and has not offered himself for re-election.

Note - ítem 3.

The order in which the candidates appear in this notice of meeting has been independently determined by Ernst & Young by means of a random number generation. tool.

To be successfully elected or re-elected as a director, a candidate must receive more votes 'For' than 'Against'. If the number of candidates who receive more votes 'For' than 'Against' exceeds the number of positions available, the candidates elected will be those who receive the highest number of 'For' votes and who also receive more 'For' vates than 'Against' votes.

Although 7 candidates are standing for election to the office of director, a maximum of 6 candidates may be elected in accordance with the Company's constitution. As the number of candidates exceeds the number of positions available this item cannot be decided by a show of hands. Accordingly, the Chairman intends to call a poll in relation to this item at the meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of the re-election of Belinda Hutchinson and Charles Macek and against the election of the other candidates.

Conducting Telstra's Annual General Meeting

Telstra's annual general meeting is intended to give shareholders the opportunity to:

  • Hear presentations by the Chairman and Chief Executive Officer about the operations and performance of the Company and the outlook for the year ahead.
  • . Consider and vote on the resolutions before the meeting.
  • . Ask questions of the Board, management and the auditor. The Chairman and CEO will generally answer questions on behalf of the Board and management.

To help achieve these objectives Telstra will:

  • Webcast the meeting for the benefit of those shareholders unable to attend in person. Shareholders can view the meeting at www.telstra.com/agm
  • . Allow shareholders, to raise questions in writing before the meeting by either completing the attached form or via the internet at www.asxperpetual.com.au/telstra/agm
  • Allow a reasonable opportunity for shareholders as a whole at the meeting to ask questions about or make comments on the operations, performance and management of the Company.
  • · Provide sign language and hearing loop facilities for shareholders with hearing difficulties.
  • . Answer shareholders' questions honestly and fairly. If we can't answer a question at the meeting we will seek to provide a response to the shareholder asking the question after the meeting.
  • . Inform shareholders as to the proxy position with respect to the resolutions to be considered by the meeting and the manner in which the Chairman intends to vote undirected proxies.

To help achieve these objectives we ask that shareholders:

  • * Are courteous and respectful to all shareholders and others attending the meeting.
  • * Keep their questions and comments to a reasonable length of time to allow as many shareholders as possible who wish to speak at the meeting an opportunity to do so. Generally a maximum of three minutes each time a shareholder addresses the meeting will be appropriate.
  • Confine their questions to the matters before the meeting and matters relevant to shareholders as a whole. If a shareholder's question appears to be more relevant to the shareholder's own circumstances than to shareholders as a whole we will ask that the shareholder raise the matter with management outside the meeting.
  • * Respect the privacy of individual shareholders attending the meeting and assist in the orderly conduct of the meeting by not photographing, video taping or recording the proceedings of the meeting. A webcast of the entire meeting will be available live on the Telstra investor relations website www.telstra.com/agm and also after the meeting.
Aight to vote
Right to vote and
Deadline for
attend meeting
Which form?
lodgement
investor
Shareholders
Shareholders registered as .
Use the orange
10.30 am Tuesday
26 October 2004.
at 7.00 pm on Tuesday-
proxy form
26 October 2004.
Telstra ESOP 97 and
Use the blue
Telstra ESOP 97
-5.00 pm Friday
99 participants
22 October 2004
and ESOP 99
appointment
registered at 5.00 pm.
of nominee form
participants
on Friday 22 October 2004.
Telstra OwnShare
Telstra OwnShare
Use the green
5.00 pm Friday
and DirectShare
22 October 2004
and DirectShare
appointment
of nominee form
participants
participants registered
at 5.00 pm on Friday
22 October 2004.

Proxies

If you hold Telstra shares in more than one capacity you need to use the forms that are relevant to your holdings. For example, if you are an ordinary shareholder and ESOP participant and you wish to appoint a proxy for your entire holding, you must complete an orange proxy form for your ordinary shares and the blue nominee form for your ESOP holding.

A shareholder, ESOP 97 or 99 participant, OwnShare participant or DirectShare participant entitled to attend and vote can appoint up to two proxies or nominees as appropriate. If you wish to appoint two proxies or nominees, please call 1300 88 66 77 and request an additional form.

For further information on proxies generally, including the appointment of proxies, the proportion of votes per proxy, voting by proxy and lodgement of proxies, please refer to the back of the relevant proxy or appointment of nominee form enclosed with this notice.

Questions

If you have any questions about this notice or the accompanying documents, please contact:

Telstra Share Registrar ASX Perpetual Registrars Limited Level 4, 333 Collins Street Melbourne Victoria 3000

Telephone: 1300 88 66 77 Overseas: 613 9615 9126 Facsimile: 613 9615 9911

By order of the Board.

band-brak

Douglas Gration Company Secretary

8 September 2004

Explanatory notes Item 3 - Election and re-election of directors

Leonard Cooper
Age 63
Victorian Secretary, CEPU - Communications Division (Telecommunications and Service Branch); Director,
Victorian Electrical, Printing, Information and Communications (EPIC) State Training Advisory Board. Mr Cooper
has trained in Telstra and worked as a Technician, Technical Officer, and Technical Instructor and has been
associated with Telstra and telecommunications for his entire working life. Mr. Cooper actively assists the
Telstra Shareholders Organisation (SHOT). Mr Cooper was formerly director of a job placement agency and is
director of a training company specialising in the telecommunications and information industries.
Charles Macek
BEC, MAdmin, FSIA, FAICD,
FCPA, FAIM
Director of Telstra,since
November 2001
Age 57.
Chairman, Sustainable Investment Research Institute Pty Ltd and Financial Reporting Council (FRC); Director,
Vertex Capital Pty Ltd, Williamson Community Leadership Program Ltd and Wesfarmers Ltd, Victorian
Councillor, Australian Institute of Company Directors. Former roles include 16 years as Founding Managing
Director and Chief Investment Officer and subsequently Chairman of County Investment Management Ltd.
He was also formerly Chairman and Director of IOOF Holdings Ltd and Centre for Eye Research Australia Ltd
and a Director of Famoice Technology Pty Ltd. Mr Macek has had a long association with the finance and
investment industry.
Paul Higgins
BV Sc, BAnim Sci, MSc, FAICD
Age 43.
Chairman, Australian Pork Limited; Director, Auspork Limited and Director and Consultant, Emergent Futures
Pty Ltd. Dr Higgins has had former roles as Director of the Australian Animal Health Council Pty Ltd and the
Regional Enterprise Network (Central Victoria). Dr Higgins was also formerly Managing Director of the
Daylesford Abattoir and Chairman of the Pork Council of Australia.
Mervyn Vogt
Age 72
Past MACE and AIMM. Lecturer in Education, Educational Technology, Perception & Communication,
Foundation Director Victorian Teachers Union (VTU) Credit Union, Vice-President VTU, Member of Victorian
Curriculum Advisory Board, Member Victorian Universities and Schools Examination Board (VUSEB), State
Executive Member Victorian Council of School Organisations (VICSSO), Convenor of Expert Committee.on
Educational Technology Planning. Employee of Telstra Corporation Ltd since 1994. Elected occupational
health and safety representative.
Ange Kenos
Age 48
Mr Kenos has served on the Boards of the RACV, the Royal Victorian Eye and Ear Hospital and was Vice
Chairman of the SIO Consumer Appeals Council (Australia's first and only insurance ombudsman body).
He is Vice President of the Australian Federation of Civil Celebrants, Vice President of the Australian National
Flag Association (Vic) and has strong links to crime prevention and consumer representation. Mr Kenos
is a former naval officer, and is an Olympic weightlifting coach.
Belinda Hutchinson
BEC, FCA
Director of Telstra.siace.
November 2001
Age 51
ti se regio
Director, Energy Australia Limited, QBE Insurance Group Limited, St Vincent's and Mater Health Sydney Ltd
and State Library of NSW. Consultant, Macquarie Bank Limited. Ms Hutchinson has a long association with
the banking industry and has been associated with the Macquarie Bank since 1993. Ms Hutchinson was
an Executive Director of Macquarie Bank and was previously a Vice President of Citibank Ltd.
BA, FAICD, FAIM, FACS
Aqe SB -
professional control of the complete state of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control
Megan Cornelius AM Augusting Director, Expertise Australia Pty Ltd and Expertise Technology Pty Ltd; Member, NSW Council
of Australian Institute of Company Directors (AICD), University Council and Advisory Board of the National
Offshore Petroleum Safety Authority (commencing January 2005); Fellow, University of Technology Sydney.
Previous board positions held include Australia Post, Civil Aviation Safety Authority, Powercor, NSW Casino
Control Authority, Information Industries Board, the Industries Research and Development Board, and -
Chairman of the NSW Information Industries Advisory Council. [111111111111111111111111111111111111

Questions from shareholders

MERTING

Your questions are important to us. Please use this form to submit any questions concerning Telstra that you would like us to respond to at the Annual General Meeting and return it in the reply paid envelope provided or fax it to 613 9615 9911. Shareholders can also lodge questions online at: www.asxperpetual.com.au/telstra/agm

We will respond to as many of the more frequently asked questions as possible at the AGM.

Please note we will not be able to reply individually. You will be able to listen to the AGM live by webcast and after the meeting at: www.telstra.com/agm

Shareholder's name
Address ……………………………………………………………………………………………
Securityholder Reference Number (SRN) or Holder Identification Number (HIN)
Question(s):
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• …………………………………………………………………………………………………
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